Copyright 2005 BrightTime Technologies, Inc. All rights reserved

END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS
AUTHORIZED REPRESENTATIVE) AND BRIGHTTIME TECHNOLOGIES, INC. ("BRIGHTTIME").  BY
CHECKING THE “I AGREE” CHECKBOX BELOW AND DOWNLOADING, INSTALLING, COPYING OR
OTHERWISE USING BRIGHTTIME’S SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF
THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE
"CANCEL" BUTTON AND/OR DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE
SOFTWARE.

1. SOFTWARE:  As used in this Agreement, the term "Software" refers to the BrightTime’s software that you
have selected to download and/or install.  The Software is deemed accepted by you upon download or
install of the Software.

2. GRANT OF LICENSE:  Subject to the terms of this Agreement, BrightTime hereby grants you a non-
exclusive, non-transferable license to use the Software free of charge provided that you are (i) an individual
and only for your personal use or (ii) a not-for-profit charitable entity as set forth in U.S.C., Title 26, Section
501(c)(3) (excluding government entities and educational institutions).

3. LICENSE RESTRICTIONS:  You may not:   (i) reverse engineer or disassemble the Software; (ii) modify
or create derivative works based upon the Software in whole or in part; (iii) distribute copies of the Software;
(iv) remove any proprietary notices on the Software; or (v) resell, rent, transfer, sublicense, or otherwise
transfer rights to the Software.  Any use in violation of this Section shall immediately terminate your license
to the Software.

4. TITLE:  You agree that no title to the intellectual property in the Software is transferred to you.  Title,
ownership, rights, and intellectual property rights in and to the Software belong to BrightTime.  The Software
is protected by intellectual property laws of the United States and by international treaties.

5. NO WARRANTY:

  5.1 GENERAL:  BrightTime does not guarantee that use of the Software will be uninterrupted or error-free.  
You acknowledge that performance of the Software may be affected by technical failure of the Software,
bugs of the Software, the acts or omissions of third parties, and any other factors without limitation.  

  5.2 AS IS:  YOU AGREE THAT BRIGHTTIME AND ITS LICENSORS HAVE MADE NO EXPRESS
WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND THAT THE SOFTWARE
IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND.  YOU ACKNOWLEDGE THAT
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.   
SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT BRIGHTTIME, THE RETAILER, OR ANY
DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS.

  5.3 DISCLAIMER:  BRIGHTTIME DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION, (i) THE IMPLIED WARRANTIES OF
NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE; (ii) THAT THE SOFTWARE WILL AVERT OR PREVENT ALL OCCURRENCES (OR THE
CONSEQUENCES THEREFROM) THAT THE SOFTWARE IS DESIGNED TO DETECT AND/OR PREVENT;
OR (iii) THAT ANY INFORMATION ACCESSED BY THE SOFTWARE WILL BE ACCURATE OR COMPLETE.  
THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.  SOME JURISDICTIONS DO NOT ALLOW
EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

6. LIMITATION OF LIABILITY:  IN NO EVENT SHALL BRIGHTTIME OR ITS LICENSORS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF
ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR THE USE THEREOF (INCLUDING
BUT NOT LIMITED TO DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF
DATA, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE SOFTWARE OR OTHER ECONOMIC
LOSS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR
OTHERWISE, EVEN IF BRIGHTTIME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL BRIGHTTIME’S LIABILITY
FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR
OTHERWISE, EXCEED THE FEE PAID BY YOU FOR THE SOFTWARE THAT IS THE SUBJECT OF SUCH
CLAIM.  IF THE RELEVANT SOFTWARE WAS PROVIDED TO YOU AT NO CHARGE YOU AGREE THAT
BRIGHTTIME SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES.  YOU AGREE THAT YOU ARE SOLELY
RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN
CONNECTION WITH ANY OF THE SOFTWARE.  YOU FURTHER AGREE THAT BRIGHTTIME WILL NOT BE
LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH (i) DOWNLOADING,
INSTALLING, OR USING THE SOFTWARE OR (ii) FAILURE IN THE PERFORMANCE OF THE SOFTWARE.  
THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY
LAW.  THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND ALL EXAMPLES ARE
ILLUSTRATIVE AND NOT EXHAUSTIVE.   THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND
INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF
SUCH OTHER LIMITATION ON REMEDY FAILS.  THE FEES AND OTHER PROVISIONS IN THIS
AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES.  THIS SECTION IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

7. TERMINATION:  This Agreement shall terminate automatically if you fail to comply with the terms of this
Agreement.   No notice shall be required from BrightTime to effect such termination.  Upon any termination
of this Agreement, you must uninstall and destroy all copies of the Software.

8. MISCELLANEOUS:

  8.1 SEVERABILITY:  In the event of invalidity of any provision of this Agreement, the parties agree that such
invalidity shall not affect the validity of the remaining portions of this Agreement.

  8.2 WAIVER:  No term or provision hereof will be considered waived by either party, and no breach
excused by either party, unless such waiver or consent is in writing signed on behalf of the party against
whom the waiver is asserted.  No consent by either party to, or waiver of, a breach by either party, whether
express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent
breach by either party.

  8.3 SURVIVAL:  All defined terms and Sections 3 ("License Restrictions"), 4 ("Title"), 5 ("No Warranty"), 6
("Limitation of Liability"), 7 ("Termination"), and 8 ("Miscellaneous") shall survive any termination of this
Agreement.

  8.4 COMPLIANCE WITH EXPORT CONTROL LAWS:  You acknowledge that Software is subject to the
export control laws and regulations of the United States ("U.S.") and agree to abide by those laws and
regulations.  Under U.S. law, the Software may not be downloaded or otherwise exported, or transferred to
restricted countries, restricted end-users, or for restricted end-uses.  The lists of restricted end-users are
maintained on the U.S. Commerce Department’s Denied Persons List, the Commerce Department’s Entity
List, the Commerce Department’s List of Unverified Persons, and the U.S. Treasury Department’s List of
Specially Designated Nationals and Blocked Persons.  By downloading or using the Software, you are
agreeing to the foregoing.  You are also warranting that you are not (i) located in, or a resident or national of,
a restricted country; (ii) on any of the U.S. lists of restricted end-users.  You understand that the
requirements and restrictions of U.S. law as applicable to you may vary depending on the software
downloaded and may change over time, and that, to determine the precise controls applicable to the
software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets
Control Regulations.

  8.5 U.S. GOVERNMENT RIGHTS:  The Software under this Agreement is commercial computer software
as that term is described in 48 C.F.R. 252.227-7014(a)(1).  If acquired by or on behalf of a civilian agency,
the U.S. Government acquires this commercial computer software and/or commercial computer software
documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer
Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors.  
If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government
acquires this commercial computer software and/or commercial computer software documentation subject
to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFAR")
and its successors.

  8.6 GOVERNING LAW:  This Agreement will be governed by the laws of the State of Massachusetts as
they are applied to agreements between Massachusetts residents entered into and to be performed
entirely within Massachusetts.  The United Nations Convention on Contracts for the International Sale of
Goods is specifically disclaimed.

  8.7 ENTIRE AGREEMENT:  You agree that this is the entire agreement between you and BrightTime, and
that it supersedes any prior agreement, whether written or oral, and all other communications between
BrightTime and you relating to the subject matter of this Agreement.  This Agreement may be amended,
modified or supplemented only by a writing that is signed by the authorized representatives of both parties.

  8.8 RESERVATION OF RIGHTS:  All rights not expressly granted in this Agreement are reserved by
BrightTime.